What are the restrictive provisions on the equity transfer of joint-stock limited liability companies?

Legal analysis: Because the equity transfer between shareholders will only affect the proportion of internal shareholders' capital contribution, that is, the size of rights, for a limited liability company that attaches importance to human factors, its existence foundation, that is, the mutual trust between shareholders, has not changed. Therefore, the provisions on the substantive elements of internal transfer are not strict, and there are usually the following three situations:

(1). Shareholders can freely transfer all or part of their shares without the consent of the shareholders' meeting.

(2) In principle, shareholders are free to transfer all or part of their shares, but the articles of association may attach other conditions to the transfer of shares between shareholders.

(3) It is stipulated that the equity transfer between shareholders must be approved by the shareholders' meeting.

Limited liability company has the attribute of human cooperation, and the personal credit and relationship of shareholders directly affect the style and even reputation of the company. Therefore, many countries have many restrictive regulations on the transfer of shares by shareholders of limited liability companies to third parties outside the company. It can be roughly divided into two categories: statutory restrictions and agreed restrictions. Legal restriction is actually a compulsory restriction, and its basic practice is to directly stipulate the restrictive conditions of equity transfer in legislation. The transfer of equity, especially to a third party outside the company, must comply with the provisions of the law to be effective. In essence, agreed restriction is an autonomous restriction. Its basic feature is that the law does not impose rigid requirements on transfer restrictions, but leaves this issue to shareholders to deal with themselves, allowing companies to make specific restrictions on equity transfer through articles of association or contracts.

Legal basis: Article 138 of the Company Law. Shareholders shall transfer their shares in a legally established stock exchange or in other ways stipulated by the State Council.